Selected Issues in Food and Beverage M&A Transactions

(523 Ratings)

Produced on: May 06, 2015

Course Format On Demand Audio

Taught by

Categories:

Course Description

Time 62 minutes
Difficulty Intermediate

In today's competitive food and beverage industry, with more and more quality-oriented consumers, three legal areas have become of particular concern:

 

(1) the companies' interest to protect their trade secrets in the form of recipes and formulas 

(2) the requirements of accurate labeling and risks related to mislabeling 

(3) product liability resulting from substances and ingredients of foods or beverages

 

These concerns are emphasized in connection with acquisitions of food and beverage businesses as a result of disclosure requirements, risk allocation questions and indemnification negotiations in M&A transactions.

 

The presentation provides practical guidance (using some recent examples) on how to address typical issues encountered in this area to successfully negotiate such an acquisition.

 

Learning Objectives:

I.    Understand a company's interest in protecting its trade secrets in the form of recipes and formulas

II.   Identify the requirements of accurate labeling and risks related to mislabeling 

III.  Recognize product liability concerns resulting from substances and ingredients of foods or beverages

Faculty

Peter Flagel

Gibbons P.C.

Mr. Flagel is a member of the Corporate Department and has extensive experience in domestic and cross-border corporate transactions. He counsels corporations and individuals on the acquisition and sale of companies and business lines through mergers, auctions, bankruptcy sales, and management and leveraged buy-outs. 

Mr. Flagel is also a member of the firm’s German Practice and counsels a number of German clients, which he advises, relying on the wide spectrum of services offered by Gibbons, on a broad scope of commercial legal issues, including company formations, negotiations of commercial contracts, realestate, employment questions, litigation, and intellectual property. 

Mr. Flagel also has broad experience in securities matters, including public equity and debt offerings; venture capital financings; corporate governance under SEC and listing rules; private placements, including Private Investment in Public Equity (PIPEs); and cross-border public and private offerings. He has published numerous articles on corporate and securities law matters in both the United States and Germany.

EXPERIENCE

Representative Matters

  • Fifty percent strategic equity investment by a South American entrepreneur in a U.S. nutritional supplements company.
  • Acquisition of a California medical device company with a large stockholder base by a major public New Jersey pharmaceutical company in an all-cash merger transaction.
  • Management buy-out of a majority stake in a U.S. community-driven media and research business from a UK company.
  • Sale by a major U.S. medical diagnostics company of a U.S./Swedish business unit in a mixed stock/asset transaction involving multiple international closings. 
  • Acquisition of an energy infrastructure company by a private equity fund and creation of management incentive plans for target company. 
  • Sale of a U.S. flavor business unit by a major Danish food ingredients company to a Swiss competitor; and U.S. transactional and antitrust aspects of the sale of that same entire food ingredients company in a tender offer by a U.S. chemicals company. 
  • Acquisition of a major public semi-conductor company by a competitor, also a public company. 
  • Several strategic acquisitions of businesses in the U.S. and abroad by a private pipe joining systems company. 
  • Public equity offerings for a luxury hotel and train company, including initial public offering (IPO), follow-on offerings, primary and secondary, including in registered direct offerings. 
  • Public debt offerings and exchange offers for a shipping containers company. 
  • Several PIPE transactions by Nasdaq-listed companies. 
  • Going private transactions by merger and reverse stock split. 
  • Representation of an Irish biotech company listed on NASDAQ in all its U.S. mergers and acquisitions and public securities offerings.
  • Representation of a private equity fund in two loan transactions secured by litigation financing receivables.
  • Representation of an international container leasing company in a shipping container receivables securitization to refinance existing bank debt. 
  • Representation of financial institutions in their capacity as agents or corporate trustees. 
  • Representative German Practice Matters
  • Acquisition by a German fragrances, flavorings, and cosmetics ingredients company of the U.S. flavor business of a Danish company. 
  • Successful restructuring of the U.S. operations for a German luxury brands company, including re-negotiation and termination of leases, restructuring of work force and divestiture of a business line. 
  • Successful settlement of a dispute related to a joint venture between a German company and U.S. company in the marine industry. 
  • Another successful settlement of a German/U.S. joint venture dispute in the marketing industry. 
  • Litigation of a dispute between the U.S. subsidiary of a German marine company and its president. 
  • Negotiation of a plant construction agreement between a German automotive technology manufacturer and a U.S. automobile industry supplier. 

EDUCATION

  • Fordham University School of Law (LL.M., cum laude)
  • Georgia-Augusta-University (The University of Göttingen, Germany), Faculty of Law (Dr. jur., and J.D.)

PROFESSIONAL ADMISSIONS

  • State of New York
  • Germany

Reviews

RM
Rob M.

He was great

WR
William R.

Content was first rate. Video technology worked extremely well.

RW
Roger W.

The presentation was on point and provided some interesting aspects of an M&A transaction in the food & Beverage field.

PR
patrick r.

esoteric area of practice but interesting

TN
Timothy N.

Imformative

JO
jens o.

Excellent Presentation

AK
Ageliki K.

good

SF
Steven F.

Good presentation; educational, useful, and easy to follow.

RC
reuben c.

good job!

DG
Derek G.

unlike some other "specialty" topics, this one stayed focus on it's subject matter of F&B

KB
Kathryn B.

Excellent content and expert speaker

RE
Rodney E.

Good class and use of real world examples

SA
Suuzen Ty A.

Much of this would apply to any business with trade secrets, so it was very useful beyond the specific subject area.

RC
Robert C.

Excellent in every way. I wish that Lawline would offer more courses related to M&A. A perfect course.

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$59

$ 59 Business, Corporate, & Securities Law, Mergers & Acquisitions, and Food, Beverage, & Agriculture In Stock

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